To

The Shareholders,

The Directors present the Fifty Fourth Annual Report and the Audited Accounts for the year ended March 31, 2017.

1. FINANCIAL RESULTS & APPROPRIATIONS: (Rs. in Lakhs)

In view of the loss, the Board of Directors has not recommended any dividend for the year under review. Further, no amount is transferred to Reserves & Surplus.

2. LOAN REPAYMENT

During the year, the Company did not contract any loans. The total outstanding loan at year end is NIL.

3. DEFERRED TAX LIABILITY

In terms of the Accounting Standard AS-22 AS-21 of the Companies (Accounting Standards) Rules 2016, there is a reversal of Deferred Tax liabilities amounting to Rs.84.16 lakhs for the Financial Year 2016-2017, which is reflected in the Statement of Profit & Loss. The net Deferred Tax Liability of Rs.Nil as at March 31, 2017 is reflected in the Balance Sheet.

4. SUBSIDIARIES

The Company has five overseas subsidiaries including one wholly owned subsidiary and four step-down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure 2. The Company will make available these documents / details upon request by any member of the Company. However, pursuant to Accounting Standard AS-21 of the Companies (Accounting Standards) Rules 2016, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries. The Company does not have any other joint venture/associate company in which it has significant influence. The financial highlights of its wholly owned subsidiary viz. Chowgule Steamships Overseas Limited are as under:

The financial highlights of CSOL’s operations are as under:

5. INSURANCE

The fleet of the Company has been adequately insured against Marine and War Risks.

6. DIRECTORS

Prof. Rohini Chowgule and Mr. Nathan R. Chowgule, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation and they hold office for a term up to five consecutive years on the Board of a company from their appointment.

Pursuant to regulations of the Listing Agreement, the background of the Directors proposed to be appointed / re-appointed at the Annual General Meeting is given in the Corporate Governance Report.

7. INDEPENDENT DIRECTORS

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the Listing Regulation read with Section 149(6) of the Companies Act 2013 (‘the Act’).

Pursuant to the requirements of Section 149 of the Companies Act, 2013, the Board appointed all Independent Directors as Independent Directors for a period of five years and approval of the shareholders was obtained for the said appointment at the 51st Annual general Meeting held on July 9, 2014. The maximum tenure of the Independent Directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1) (b) of the Listing Regulation read with Section 149 of the Act.

8. INDUCTION AND TRAINING OF THE BOARD MEMBERS

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/Executive Director about the nature of business of the Company, its finances, operations etc. The Company Secretary also assists the Independent Directors in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company. The appointment letter of independent directors is available on the Company’s website www.chowgulesteamships.co.ion

In addition to the above, familiarisation programme of the Independent Directors forms part of Board process. At the quarterly Board Meetings, Independent Directors are updated on the development in the Company, its business environment and Company’s performance.

9. EVALUATION OF PERFORMANCE OF THE BOARD, COMMITTEES AND DIRECTORS

In compliance of the provisions of the Companies Act, 2013 and the Listing Agreement, the evaluation process for the performance of the Board, its committees and individual Directors for the year under review was carried out. A formal mechanism for evaluation of the performance of the Board, its Chairman, Committees and Directors was adopted. The process was carried out through structured evaluation process covering various parameters such as composition of Board and Committees, attendance of directors at meetings, contribution at the meetings, qualifications, experience and competencies, performance of specific duties, independence of judgement etc.

The evaluation of Independent Directors was carried out by the entire Board and that of Chairman and Non Independent Directors was carried out by Independent Directors. The Independent Directors expressed satisfaction with the overall functioning of the Board, its various committees and performance of the other Non-executive and Executive Directors.

10. CORPORATE GOVERNANCE

In terms of the listing agreement with the BSE Ltd., the Corporate Governance Report is annexed hereto and forms part of this Report.

11. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management of the Company. The said Code has been hosted on the website of the Company. All the Board Members and Senior Management have affirmed compliance to the Code.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors state: “That

In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the annual accounts on a “going concern basis”.

The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively”.

13. AUDITORS Statutory Auditors

The shareholders at their Fifty First Annual General Meeting held on July 9, 2014 approved appointment of M/s S B Billimoria & Co, Chartered Accountants, as the Auditors of the Company, for a term of consecutive three years from conclusion of 51st Annual General Meeting to conclusion of the 54th Annual General Meeting. Accordingly, M/s S B Billimoria & Co, Chartered Accountants, the Statutory Auditors, will retire by rotation at the conclusion of this Annual General Meeting. The Board of Directors, based on the recommendations of the Audit Committee, is seeking approval of members at the ensuing Annual General Meeting for appointment of M/s CNK & Associates LLP, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the 59th Annual General Meeting subject to ratification by members at every Annual general Meeting, if so required by law. The Auditors, being eligible, have given their consent for appointment.

Secretarial Auditors

V.N. Deodhar, Practicing Company Secretaries, were appointed to conduct the secretarial audit of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2016-17 forms part of the Annual Report.

14. THE COMPANIES (Appointment and Remuneration of Managerial Personnel) RULES, 2014

There are no employees covered under the above Rules in respect of whom particulars are required to be furnished.

15. THE COMPANIES (Accounts) RULES, 2014

In accordance with the requirements of Rule 8 (A) of the Companies (Accounts) Rules 2014, a statement annexed hereto gives the particulars as required under the said rules and forms part of this Report (Annexure I).

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material changes and commitments which have occurred between the end of financial year and the date of this report which can have impact on financial position of the Company.

17. The policy on appointment /remuneration of directors is discussed in Corporate Governance section annexed to this Report.

18. There have been no significant material orders passed by courts, tribunals or regulatory authorities which can have impact on going concern status of the Company and its operations.

19. Loans, Investment and Guarantees etc - During the year the Company has not advanced any loans, given any guarantees or made any investment in shares.

20. The Company has not accepted /renewed any Fixed Deposits during the year ended March 31, 2017.

21. Disclosure pursuant to The Companies (appointment and Remuneration of Managerial Personnel) Rules 2014

a. Details of remuneration of Managerial Personnel & KMP

b. Details of remuneration of Employee pursuant to Rule 5 of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014

22. CEO / CFO CERTIFICATION

The CEO/CFO has issued a certificate pursuant to the provisions of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s affairs.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions of corporate social responsibility are not applicable to the Company.

24. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013, an extract of annual return in form MGT 9 is appended as annexure 4.

25. PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted Code of Conduct for Prevention of Insider Trading. All the Directors, employees etc. who have access to unpublished price sensitive information are governed by the code. During the year under review, there has been due compliance of the said code.

26. GENERAL

The Board of Directors expresses its appreciation for the help and co-operation extended by the Ministry of Surface Transport, Maharashtra Maritime Board, Ministry of Finance, The Directorate General of Shipping, Reserve Bank of India and the Company’s Bankers and Agents. The Board of Directors also appreciates the loyal services rendered and co-operation extended by the Company’s officers and staff, both ashore and afloat.

For and on behalf of the Board of Directors

Place: Mumbai, VIJAY V. CHOWGULE

Date: May 12, 2017 Chairman